Client Terms

Version date: October 1, 2020

CLIENT TERMS

This Client Agreement (“CA”) is made up of these Client Terms (the “Terms”) and the Order Form. The Order Form sets out further definitions and commercial terms for these Terms and the identity and details for ES and of you.

  1.  The Project and Timing

    1. ES will provide the following subject to and conditional on the provisions of this CA for Your Site and its search engine optimisation (for one website not any additional sub-websites or redirected websites) and its main domain:
    2. a)   the Initial Services (up to initial Approval) to plan, research and develop the strategy for search engine optimisation services for Your Site and any related services or items agreed by you and ES; and

      b)   the Ongoing Services, according to the Package selected by you and any additional services agreed by you and ES.

    3. ES will commence the Initial Services from the Start Date or after you have paid the Setup Cost if later.
    4. ES sent you in its Proposal an indicative project timeline. However, this does not imply any specific timing for your Initial Services. You and ES will agree together (and adapt for changes and specific circumstances) indicative timing for the Initial Services.
    5. Timing for Ongoing Services and responses from ES under them is set out in the relevant Package (or if no timing is set out, then within a reasonable time from your contact). Included hours within Ongoing Services are indicative (averaged over 3 calendar months as needs require) and are a limit not a minimum.
    6. For all Services, ES will use reasonable endeavours to provide services within any agreed timescales, subject to delay caused by factors not controlled by ES. Time is not of the essence for the delivery of any Services.
    7. All Services and any related correspondence or materials will be provided only in the Language.
    8. ES may assume that instructions and decisions from your personnel about Your Site and the Services are binding and authorised without the requirement for further input.
  2.  Client Responsibilities

    1. You acknowledge that ES’s ability to provide the Services depends on your full and timely co-operation (which you will provide), as well as the accuracy and completeness of information and data you provide to ES. You will:
    2. a)   provide ES with access to, and use of, all information, data and documentation reasonably required by ES for the performance of its obligations under this CA including as examples only access to management of Your Site and its Contents and to its domain management and any related account or management tool or service;

      b)   provide timely decisions, instructions and approvals requested by ES, as examples including only in relation to keywords or phrases, strategy and approach, Contents for Your Site or for any blogs, acceptance or anything needed to provide or amend the Services or Future Changes;

      c)   provide Your Materials to ES to the extent and by the deadlines and in the formats agreed or specified by ES to enable ES to provide the Services.

    3. You are responsible for the accuracy and completeness of Your Materials in accordance with clause 5.
    4. ES’s Services do not include provision of Contents for Your Site (unless explicitly included in the Specification) nor for any related legal documents. You are responsible for all business, legal, tax, accounting and other aspects of your business, Your Materials and of any Contents or anything offered or marketed through Your Site or through anywhere that Your Site links to or is associated with. All legal risk or non-compliance with legislation from Contents or from any wording that you provide or fail to provide, even if guided or provided by ES to ES, is yours alone. ES does not take any responsibility for the compliance of Your Site, its Contents or Your Materials with any legislation or with any business requirements other than as set out explicitly in this CA.
    5. It is your responsibility, factoring in the limitations and exclusions of liability in this CA, to take out and maintain insurance to the extent appropriate to cover any potential liability arising from Your Site including as examples only any liability that may arise as a result of Vulnerabilities, Contents or Your Materials or with any products or services that you offer or sell from Your Site.
    6. You will comply at all times with all applicable international, national, regional or local legislation, laws and legal requirements including as examples only regulations, directives, laws, statutes, statutory regulations and byelaws, legal controls, legally applicable emergency or alarm measures in each case applying to Your Site, Your Materials or to any Contents or anything that you offer or market on or through Your Site.
    7. You agree to and accept the terms of licence and use (if any) and any acceptable use policy or other policies in relation to the Online Tools as notified by ES or referred to in the Online Tools or any related website.
  3.  Initial Services

    1. Once ES has completed the initial research and plan for the strategy for search engine optimisation Services for Your Site, it will send to you information about the proposed plan for the Services (the “Strategy Plan”). The information may be sent by any format at ES’s discretion including video, orally or in writing. You are responsible for reviewing the Strategy Plan and any related details such as keywords and strategy and notifying ES of any issues or otherwise of your approval.
    2. After receiving the Strategy Plan for Your Site as referred to in sub-clause 3.1, you may instruct any Edits to the extent included in the Specification and ES will repeat the submission to you for approval.
    3. If you do not send a response about any approval within 5 Working Days (or longer if agreed with ES) or if you implement or use any part of the Strategy Plan (or the Future Changes if applicable) other than for test purposes then you are deemed to have approved the Strategy Plan.
    4. After actual or deemed approval in accordance with either sub-clause3.2 or 3.3 (“Approval”), you authorise ES to proceed without further notice to implement the Strategy Plan and commence the Ongoing Services.
    5. The procedures in this clause 3will be repeated as needed following any Future Changes.
  4.  Ongoing Services

    1. To the extent set out in the relevant Package, ES will after Approval and during the Term (subject to you being in compliance with this CA including payment terms):
    2. a)  provide the Ongoing Services aimed at optimising the visibility of Your Site in Search Engines. You acknowledge however that the Search Engines are third parties outside the control of ES and that they have rules and algorithms that change frequently and may block or give priority to certain countries, websites, domains whether for payment, political or any other reasons. Therefore, ES cannot guarantee initial or ongoing position in the search results of any Search Engines and may need to communicate to you and implement any Edits required by a Search Engine or any third party.

      b)  organise access for you to the Online Tools for managing Your Site and its Strategy Plan and keywords, with the Third Party Products tools and software being at ES’s discretion but with ES having no responsibility or liability for the availability, uptime or reliability of any of these;

      c)  suggest to you any updates, amendments, replacements or additions to Your Site or its Contents or the Strategy Plan that are advisable or required (at ES’s discretion and without obligation to monitor or make any such suggestions), in each case, subject to clause 6; you will be fully responsible for any consequences if you decide not to make changes after any such suggestion by ES;

      d)  make available to you (which may be by access to remote support and information including through Online Tools) reasonable amounts of support, help, guidance and consultation (or refer you to an appropriate adviser) in relation to the Ongoing Services;

    3. The Ongoing Services Fee only covers the amount of support set out in the relevant Package at the time, and only remote support. If ES (at its option) agrees to any request by you for help requiring extra time, or assistance away from ES’s office, you will pay additional fees for that help as agreed with ES (or otherwise at the Default Rate). If applicable, you will also pay ES’s reasonable related expenses such as travel, food and accommodation.
  5.  Site Content and Your Materials

    1. ES will include or incorporate in Your Site any of Your Materials, Contents and ES Materials as instructed by you but in each case only to the extent (if at all) included explicitly in the Specification.
    2. To the extent not explicitly included in the Services, you will populate, upload, control, monitor, update, add to, change or modify Your Materials and the Contents of Your Site yourself, even if guided by ES as part of the Services.
    3. ES’s Services relate to Search Engine optimisation but not to operation or Contents of Your Site. You, and not ES, are responsible for ensuring that Your Materials and the Contents of Your Site do not contain Vulnerabilities and do not infringe applicable laws, regulations or third party rights nor include material which is obscene, indecent, pornographic, seditious, offensive, defamatory, liable to incite racial hatred or terrorism, threatening, menacing, blasphemous or in breach of any third party Intellectual Property Rights or in breach of any site use policy on the website of the Online Tools or referred to from their terms (“Inappropriate Content”).
    4. You are responsible for Your Site and all Contents (including their legality and any legal consequences from them) even if ES (if included in the Services) arranges for any Contents to be written. You acknowledge that any Contents arranged by ES are focused only on the Services and search engine optimisation and are written without legal advice or focus on any other aspects. Therefore, you will check all Contents and are responsible for them and will notify ES of any changes that you require as a result.
    5. You will indemnify ES against all damages, losses and expenses arising as a result of any action or claim against ES or any of the ES Network that Your Materials or the Contents constitute Inappropriate Content.
    6. You will fully indemnify ES (except in respect of death or personal injury resulting from ES’s negligence) in respect of all ES’s losses, costs, liabilities, fees, expenses, and of damages awarded to any third party in contract or in tort (including negligence) arising directly or indirectly from any claims against ES (or any related companies or individuals or ES Network) by third parties (including your clients, suppliers or personnel) that relate to your business, Your Site, Your Materials or to Contents.
  6.  Edits and Future Changes

    1. If you wish ES to change or add to the Specification, Strategy Plan or any Ongoing Services or documentation or to add further services or training related to these or if you substantially change Your Site after the date of this CA, you will notify any such change (“Future Change”) to ES in writing. This clause also applies to any changes suggested by ES to you for any reason, which are subject to your decision and instruction.
    2. ES will notify you if it cannot perform or deliver the Future Change (which may be for technical or business reasons).
    3. For any accepted Future Change that falls within the definition of being an Edit, ES will confirm in writing if it is included within the Specification or Services at the time of request. If ES does not confirm this or for any Future Changes that do not fall within the definition of being an Edit, you will pay additional fees to ES for the services to deliver the Future Change.
    4. At ES’s discretion, any Future Changes may be subject to a new contract for services, especially for extensive changes. If not, (and therefore included under this CA), the Specification will be deemed to include the Future Changes from the date that ES accepts the request. All clauses of this CA that applied to the Initial Services (as examples only including those relating to approvals and payment) will also apply to Edits or Future Changes. The definition of Ongoing Services is also deemed to be amended to include any amended ongoing services.
    5. The additional Fees for Future Changes and for any related changes to the Ongoing Services will be as agreed by you and ES. If you instruct ES to proceed with the Future Changes without having agreed explicit fees for them, then the fees will be at the Default Rate.
  7.  Fees and Payment

    1. You will pay to ES the Setup Cost for the Initial Services and the Ongoing Service Fees for the Ongoing Services and any other Fees in the amounts and in compliance with the prices and payment terms referred to in this CA, in each case including those in the Order Form, but as amended from time to time in accordance with this CA.
    2. For the avoidance of doubt, neither the Fees nor the Services include any paid adverts or promotions or paid-for search results to any Search Engine.
    3. You will pay directly or reimburse to ES (if agreed) fees for any Third Party Products used in relation to the Services.
    4. All amounts, fees and charges referred to in this CA and in any prices or fees for supplies or services from time to time from ES are exclusive of Sales Tax unless stated otherwise. You must in addition pay any applicable Sales Tax at the then prevailing rate.
    5. All sums due to ES must be paid in the Currency. All sums due must be paid in a quantity such that the net sum received by ES is equal to the sum receivable from a client in the ES Location, even if in fact you have to deduct any withholding taxes or other sums.
    6. You will not withhold or make any deductions from or set off any sums against any amounts due to ES on any grounds other than any set off arising directly from ES’s intentional breach of this CA, fraud or undisputed liquidated sums owing from ES to you. You acknowledge that this restriction on deduction or set off is reasonable in the context of the parties’ commercial relationship.
    7. Without prejudice to any other rights of ES, if you do not pay any sum due to ES on time you will pay to ES compensation and interest on the overdue unpaid sums at the statutory rates set out at the relevant time in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 in England, as amended and supplemented by subsequent regulations. These rates apply whether or not that law would otherwise apply to you or to the debt or to the ES Location.
    8. Until ES receives any overdue payment from you, ES may also without notice at its sole discretion suspend its Services under this CA and / or access to the Online Tools and / or provision or arrangement of services or supplies to you. Any such suspension will be without any liability from ES to you or any third party (including your customers or users of Your Site). You will be solely liable for the consequences of any such suspension.
  8.  Confidentiality

    1. Each party will protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
    2. You and ES will keep and maintain the other party’s Confidential Information in strict confidence, stored securely, and will not (other than as part of the Services) make or allow access to or copies of any part of it without the other party’s prior written consent.
    3. You and ES will only use Confidential Information for purposes related to the Services and will not disclose or copy (unless with the other party’s prior written consent) any Confidential Information to anyone other than (to the extent necessary) personnel, affiliates, professional advisers, funding providers or (for ES) members of the ES Network. This includes you not disclosing log-in or access details for any part of the Online Tools to any third party nor permitting anyone to use them other than ES, you and your personnel in accordance with this clause 8.
    4. This clause 8 applies at all times (or, for any information, until it ceases to be Confidential Information). Despite this clause 8, you or ES may disclose the following if limited to what is strictly necessary and if the other party is given as much prior notice as legally possible:
    5. a)  information that the party is legally required to disclose by applicable law or authority of competent jurisdiction or whose disclosure is protected by law;

      b)  information properly in the party’s possession (with full right to disclose) prior to receipt from the other party;

      c)  information received from a third party permitted to disclose it;

      d)  information that is in the public domain other than by breach of this CA or other legal agreement.

  9.  Warranties and Exclusions

    1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this CA.
    2. ES will perform the Services with reasonable care and skill.
    3. This CA sets out the full extent of ES’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this CA or any collateral contract (whether by statute or otherwise) are expressly excluded.
    4. ES does not warrant that:
    5. ES does not warrant that:
    6. a)  your use of the Services or the Search Engine optimisation of Your Site will be uninterrupted or error-free; or

      b)  the Services or Your Site will be free from Vulnerabilities;

      c)  the Services or Your Site will comply with any specific cyber security requirements requested by you or resulting from legal or other requirements as a result of the nature of your business or services;

      d)  Your Site or its Contents will comply with legislation (this is your responsibility subject to your own legal advice).

  10.  Limitation of Liability and Third Party Products

    1. Nothing in this CA operates to exclude or limit ES’s liability for any liability which cannot be excluded or limited under any applicable law including any liability for death or personal injury caused by its negligence or for fraud.
    2. ES has no responsibility or liability for Third Party Products. ES acts only as your agent in arranging for you to use or receive Third Party Products. The suppliers of any such products or services have sole responsibility to you for their products or services and for any downtime or unavailability of these. You acknowledge and agree that they are responsible and not ES.
    3. Third Party Products are supplied in accordance with the supplier’s standard terms, available on their website.
    4. ES has no responsibility or liability for the failure of any links to or from Your Site to or from external websites or applications, nor for any third party applications, software, databases or websites that have been integrated into Your Site.
    5. ES will not be liable to you for any damage to software, services or devices nor damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
    6. Subject to clause 10.1 and in view of the insurance for Your Site that you are responsible for, ES’s aggregate liability in respect of claims based on events in any 12 calendar months arising out of or in connection with this CA or any collateral contract, whether in contract or tort (including negligence) or otherwise, will in no circumstances exceed the total Fees payable by you to ES under this CA in those12 calendar months.
  11.  Intellectual Property Rights

    1. All Intellectual Property Rights in Your Materials are and will remain (as between you and ES) entirely owned by and the property of you.
    2. Other than in relation to Your Materials, all Intellectual Property Rights in the Online Tools, the ES Materials and any related documentation or training materials including all rights in anything written or prepared by or on behalf of ES in relation to the Services such as source code, design, functionality, contents, related software, macros or executables are and will remain entirely owned by and the property of ES or its licensor including in relation to anything created or developed under your instructions.
    3. If any rights referred to as being owned by one party under sub-clauses 11.1 or 11.2 (the “Owned IPRs”) at any time are deemed to be owned by the other party, the other party will on demand promptly do all such acts and execute all such documents necessary to transfer such rights absolutely to the original party or to anyone specified by that original party.
    4. Each party grants the other party a non-exclusive licence of its Owned IPRs in order to provide the Services and for Your Site subject to compliance with this CA. This right is not transferable or extendable even within group companies other than in accordance with clause 14.
    5. Each party will indemnify the other party (the “Indemnitee”) against all direct damages, losses and expenses arising as a result of any action or claim against the Indemnitee that the indemnifier’s Owned IPRs (or in your case, any Contents of Your Site) infringe any Intellectual Property Rights of a third party, other than infringements referred to in sub-clause 11.7.
    6. The indemnities in clause 11.5 are subject to the following conditions:
    7. a)  the Indemnitee promptly notifies the indemnifier in writing of the claim;

      b)  the Indemnitee makes no admissions or settlements without the indemnifier’s prior written consent;

      c)  the Indemnitee gives the indemnifier all information and assistance that the indemnifier reasonably requests;

      d)  the Indemnitee allows the indemnifier control over any litigation, proceedings, disputes and settlement of any action or claim.

    8. The indemnities in clause 11.5 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the Indemnitee.
    9. If in either party’s opinion it becomes advisable at any time during the Term to modify, discontinue use or replace any item, material, content, code or functionality due to any potential risk of infringement of Intellectual Property Rights of any third party, then the other party will co-operate to implement any resulting changes as quickly as reasonably possible after notification.
  12.  Data Protection

    1. You and ES will control and process any personal data relating to or arising from the Services, this CA or Your Site in compliance with Data Protection Requirements. ES’s Privacy Policy provides details on its use of your data. You and ES will use all reasonable efforts to assist each other to comply with the Data Protection Requirements in relation to the Services or Your Site.
    2. Both you and ES will arrange and maintain registration throughout the Term with any data protection or privacy authority or body (as an example in the UK being the information commissioner) legally required for the creation, processing, use or transfer of personal data.
    3. You and ES acknowledge that for the purposes of the Data Protection Requirements in relation to any personal data obtained via Your Site and processed by ES, you are the data controller and ES is the data processor (in each case as defined in the Data Protection Requirements).
    4. You will maintain and communicate to individuals any related notices, policies and information required by Data Protection Requirements.
    5. ES will, in relation to any personal data processed on your behalf in connection with the performance by ES of its obligations under this CA:
    6. a)  process that Personal Data only on your written instructions unless legally required to do otherwise;

      b)  comply with ES’s Privacy Policy (covering ES’s role as a processor, security and other requirements);

      c)  place similar obligations on any third-party processor or sub-contractor to the obligations on ES in this clause 12.

    7. If ES processes personal data on your behalf, you consent to ES appointing the ES Licensor or any other member of the ES Network as a third-party processor or sub-contractor. As between you and ES, ES will remain fully liable for all acts or omissions of any such third-party processor of personal data appointed by it.
    8. Either party may, on not less than 30 days’ notice, add to the Data Protection Requirements or revise this clause 12by replacing parts of it with standard clauses or similar terms forming part of a certification scheme recognised by applicable data protection legislation.
  13.  Term and Termination

    1. This CA will apply and be enforceable during the Term (and after wards to the extent set out in this CA).
    2. Either you or ES may terminate this CA at any time after the Initial Period End Date by giving at least 1 month’s notice to the other party, to end at the end of a calendar month. ES will only do this if ES is ceasing to offer the Services or is no longer able (due to its own licence or legislation, for example) to comply with its obligations under this CA or if for any reason you no longer fulfil ES’s criteria for clients. Any termination by notice referred to in this sub-clause is without liability to the other party other than in relation to obligations or payments due for the period up to the termination date.
    3. Either you or ES may terminate this CA by written notice to the other party in any of the following circumstances:
    4. a)  the other party commits a material breach of any term of this CA and the breach is irremediable or (if remediable) is not remedied within 10 Working Days of notice to do so;

      b)  the other party fails to pay any amount due under this CA on the due date and remains in default for more than 5 Working Days after being notified to make such payment;

      c)  the other party suspends or ceases carrying on its business or a substantial part of it or states its intention to do so;

      d)  the other party does or purports to do any transfer or sub-licence of any of rights or licences granted under this CA other than in accordance with this CA;

      e)  the other party goes into liquidation or a winding up order or resolution is made in respect of it or it is unable to pay its debts when they fall due or any distress or execution is levied on or a receiver, administrative receiver or encumbrancer is appointed over any part of its business or it applies for a court order for a moratorium or makes any arrangement, voluntary arrangement or composition with any or all creditors or a petition is approved for an administration order to be made in respect of it;

      f)  the other party (or where more than one, any one of them) is unable or presumed unable to pay debts when they fall due or has a bankruptcy order made against them or an insolvency practitioner or receiver or similar official is appointed in relation to their affairs or over the whole or any part of their property or they enter into any arrangement, voluntary arrangement or composition with their creditors or any of them;

      g)  anything analogous to or having a similar effect to anything described in any part of sub-clauses 13.3.e) or 13.3.f) occurs or is likely to occur in the reasonable opinion of the unaffected party in the near future in relation to the other party or its business in any jurisdiction.

    5. From the date of termination of this CA for any reason:
    6. a)  you will cease using the Online Tools;

      b)  all licences granted by ES and Services provided by ES under this CA terminate immediately;

      c)  you will pay to ES all sums owing to ES together with any accrued interest.

    7. All provisions of this CA stated or intended to continue in effect after the end of the Term will continue to do so, for example clause8 and this clause13.
  14.  Assignment and Sub-Contracting

    1. ES may sub-contract, assign or novate this CA or any or all of its rights and obligations under this CA. For assignment, ES will notify you and the assignee will take over ES’s obligations under this CA from the assignment date, after which ES will be discharged from all obligations under this CA. You will sign any novation agreement as specified by ES (that will not change your obligations under this ES) to replace the definition of ES in this CA to refer to the assignee. Without limiting the rest of this sub-clause, if the licence agreement between ES and the ES Licensor ends, the ES Licensor may by notice to you take over the role of ES in this CA itself or with a replacement licensee
    2. This CA is personal to you. Due to criteria for the type of clients for whom ES can provide Services, you will not assign, transfer, charge, sub-contract, sub-license, declare a trust over or deal in any other manner with any of your rights and obligations under this CA in each case without ES’s prior written consent, which will not be unreasonably withheld or delayed.
  15.  Notices

    1. All parties will send any notice, consent or demand or under this CA in writing in the Language. The recipient may assume it was sent with authority of the sender. If a communication is received on a day that is not a Working Day, it is deemed received on the next Working Day.
    2. In addition to any means authorised by law any communication in writing may be given by:
    3. a)  personally serving it on a party or hand-delivering it to the party’s current address for service (deemed received on service or hand-delivery);

      b)  sending it to the party’s address for service by signed-for delivery (deemed received when receipt is signed by or on behalf of the recipient); or

      c)  sending it by an electronic method that includes a valid digital or electronic signature (deemed received 24 hours after transmission or, if earlier, when the recipient received and opened it).

      d)  emailing it with a system for delivery receipt notification to the recipient’s designated email address for notices at the relevant time (deemed received when the sender receives a delivery receipt for the email).

    4. The valid address for service and other contact details for notices for the parties are as set out in the Order Form or as updated by notice at any time.
  16.  Miscellaneous

    1. ES may modify or replace these Client Terms from time to time by notification to you (which may be by link to a website setting out the replacement terms). No change will apply to you prior to the Initial Period End Date. Any change after that date will not apply until at least one month has passed since notification of the change, so that you have time to terminate in accordance with this CA if you do not agree with the change.
    2. Other than as referred to in the Order Form and in sub-clause 16.1, no variations or modifications to this CA are effective except by written agreement duly signed by persons authorised on behalf of all parties, which in the case of ES must include a director of ES.
    3. Either you or ES may in its sole discretion give a whole or partial release, waiver, compound, compromise, indulgence or time (a “Waiver”) in respect of any of the other party’s obligations or liabilities, but no Waiver is effective unless in writing and signed by an authorised signatory. No Waiver affects the rights of the party giving the Waiver in respect of other liabilities or obligations or other rights relating to that obligation or liability.
    4. Nothing in this CA makes you or ES an agent, partner, employee or representative of the other party. Neither you nor ES will represent or hold itself out as being any of these nor as having power or authority to incur obligations on behalf of or pledge the credit of the other party.
    5. If any provision or wording within any provision of this CA is illegal, invalid, void, voidable or unenforceable in any jurisdiction, the affected wording will be deemed to be deleted in that jurisdiction but the enforceability of the CA in any other jurisdiction will not be affected and nor will the validity or enforceability of any other provision, wording or part of this CA.
    6. No party to this CA will be liable for any delay or failure to meet obligations (other than a payment obligation) due to any cause outside its reasonable control (for example terrorist action, government controls, flood, fire, riots, war, epidemics) (“force majeure”), which it must notify to the other party as soon as possible. This sub-clause also applies if there are reasonable grounds to believe that such a situation is imminent even if it has not yet occurred. If performance of this CA is substantially prevented for 6 continuous months because of such a situation, either party may terminate this CA by written notice.
    7. This CA does not create any benefit or rights enforceable by anyone not a party to it except that a transferee, assignee or successor in accordance with the terms of this CA is deemed to be a party.
    8. The Proposal and any other information provided to you prior to or with this CA are for marketing and illustrative purposes only and have no legal effect. You acknowledge that you are not relying on anything not set out or explicitly incorporated into this CA.
    9. This CA contains the entire agreement and understanding of the parties with respect to its subject matter.
  17.  Interpretation and Governing Law

    1. In this CA, except where the context requires otherwise: defined terms are indicated by use of initial capital letters; words or phrases defined anywhere in this CA (including in the Order Form) have the same meaning throughout this CA; references to legislation, statutory provisions or regulations include any replacements, modifications, additions, consolidations or re-enactments in force at the relevant time whether before or after the date of this CA and include any applicable legislative provision having similar effect both in ES Location and in your location, if different; words denoting any gender include all genders; words denoting the singular include the plural and vice versa; references to clauses, sub-clauses, component parts or Schedules are to those in this CA; headings are for convenience and do not affect interpretation; if there is more than one of you then each reference to you and each obligation on you shall apply jointly and severally to each of you.
    2. Any reference to a prohibited action or restriction on any party also includes an obligation on that party not to permit, authorise or license anyone else to carry out the prohibited action or break the restriction. All obligations, prohibitions, restrictions and provisions of this CA are to be interpreted as meaning “to the extent permitted by and in accordance with all applicable legislation”.
    3. If this CA has been translated into any language other than English, in the event of any uncertainty or conflict in interpretation or otherwise, the English language version of this CA shall prevail in all circumstances.
    4. This CA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this CA or its subject matter or formation shall be read, construed and governed by the laws of the ES Location and subject to the exclusive jurisdiction of the Courts in the ES Location.
    5. In this entire CA, unless the context requires otherwise:
    6. “CA”

      means this client agreement including its Order Form, these Client Terms and any Schedules in each case as amended from time to time in accordance with the terms of this CA;

      “Confidential Information”

      means information however transmitted, recorded or retained and whether oral, written or electronic that is confidential and is marked or notified as such or which would reasonably to be considered confidential because of the nature of the information or the circumstances of its disclosure;

      “Contents”

      means all words, images, logos, documents and downloadable items or other contents on Your Site (which may include some or all of Your Materials) whether originating from you or from any third party or user;

      “Data Protection Requirements”

      means all applicable data protection legislation in the ES Location and the Privacy Policy and any other data protection or privacy policy of ES communicated to you;

      “Edit”

      means a change that requires no re-design of search engine optimisation strategy or setup;

      “ES Licensor”

      means Eazi-Business Ltd, a company registered in England and Wales with registered number 08364226 and registered office at The Old School House, 65A London Rd, Oadby, Leicester LE2 5DN, UK or any replacement licensor under ES’s agreement with them;

      “ES Location”

      means the region and country where ES has its address as set out in the Order Form;

      “ES Materials”

      means (in any format) each and all of ES’s documents, materials, training materials, images, videos, instructions, precedents, standards and policies in each case as amended at any time by ES;

      “ES Network”

      means each and all of ES itself, the ES Licensor, and any master licensee or licensee of the ES Licensor or licensor and anyone else licensed by ES or any master licensee or associated company to trade under the ES Licensor’s trading name or system of operation;

      “ES”

      means the licensee member of the ES Network as defined in the Order Form;

      “Fees”

      means the Setup Cost, Ongoing Services Fee, any fees for Edits not included in the Specification, fees for Future Changes, fees for any additional services such as provision or design of any other items such as logos or images and any other sums or fees payable from you to ES under this CA;

      “Future Change”

      means as set out in sub-clause 6.1;

      “Initial Period End Date”

      means the date set out as such in the Order Form;

      “Initial Services”

      means the initial services listed in the Order Form, as amended in the future in accordance with this CA;

      “Intellectual Property”

      means all intellectual property rights or ownership rights, including as examples only patents, copyright, database rights, design rights, inventions, trademarks, service marks, software rights, moral rights and all other intellectual property rights (in each case whether or not currently registered or capable of registration and all similar or equivalent rights or protections at any time in any part of the world);

      “Ongoing Services Fee”

      means the monthly fee for your Package as set out in the Order Form (or as changed in accordance with this CA) plus any additional fees agreed by you and ES for the Ongoing Services;

      “Ongoing Services”

      means the ongoing services included within your Package as set out in the Order Form (or as changed in accordance with this CA) plus any other services agreed by you and ES to form part of the Ongoing Services;

      “Online Tools”

      means the internet based tools, websites or portals and any software available through them in each case as specified by ES that you are licensed to log into all or part of (depending on your Services) including to manage the keywords for Your Site, your Strategy for the Services and reports for your Services;

      “Order Form”

      means each order form document for services signed by you and a member of the ES Network subject to these Client Terms and stated to form part of this CA;

      “Package”

      means the package of ongoing services to be provided by ES to you in accordance with this CA being the package indicated in the Order Form with detail as set out in the specification there (or if not set out there, then details for each package as set out in the Proposal) but as changed from time to time in accordance with this CA or from your choice of package;

      “Privacy Policy”

      means ES’s data protection and privacy policy or notice on its website (which may be a sub-website from the ES Licensor) as set out in the Order Form or as notified by ES from time to time;

      “Proposal”

      means the proposal for services related to Search Engine optimisation for Your Site sent to you by ES prior to or on the date of this CA;

      “Sales Tax”

      means any sales tax or services tax or digital tax or other similar or applicable tax (for example VAT in the United Kingdom) applicable at your location or in the ES Location or anywhere else at the time in relation to the supply or sale of goods or services to the extent applicable to the Services or any sums due;

      “Search Engine”

      means a commercial internet based search engine very widely and internationally used to search the internet (as an example only including Google);

      “Services”

      means the specification as set out in the Order Form (or if not set out there, then as set out in the Proposal which may be referred to as “Project Scope” or other name) but as amended at any time by agreement in accordance with this CA;

      “Start Date”

      means the date set out as such in the Order Form;

      “Term”

      means the period from the date of this CA until it is terminated in accordance with its terms;

      “Third Party Products”

      means products, services or materials supplied or provided by third parties, including (as an example only) provision of the Online Tools by their host;

      “Vulnerability”

      means anything (whether inherent or as a result of third party actions) that results in a negative impact to the confidentiality, integrity or availability of Your Site;

      “Working Day”

      means Monday to Friday in the ES Location excluding public holidays in the ES Location;

      “You”

      means and refers to the person or company set out as such in the Order Form and “your” means of that person or company;

      “Your Materials”

      means materials (that are not ES Materials) in any format that you provide for incorporation in Your Site or in any related or linked blog or social media to the extent included in the Services;

      “Your Site”

      means the single website and domain owned by you for which the Services are to be provided at the domain listed in the Order Form.

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